Item 1.01 Entry into a Material Definitive Agreement OnJuly 28, 2021 ,Signet Jewelers Limited (the "Company") entered into the Second Amendment to Credit Agreement (the "Second Amendment"), which amends the Company's senior secured asset-based credit facility (the "ABL Facility") under that certain Credit Agreement, dated as ofSeptember 27, 2019 (as amended by the First Amendment to Credit Agreement, the "Existing Credit Agreement"; the Existing Credit Agreement, as amended by the Second Amendment, the "Amended Credit Agreement"), by and among (i) the Company, as holdings, (ii)Signet Group Limited , as the lead administrative borrower, a lead borrower and a borrower, (iii)Signet Group Treasury Services Inc. ,Sterling Jewelers Inc. ,Signet Trading Limited andZale Canada Co. , each as a lead borrower and a borrower, (iv)Sterling Inc. ,Zale Delaware, Inc. ,R2Net Inc. andR2Net Manufacturing Inc. , each as a borrower, (v) the other borrowers from time to time party thereto, (vi) the lenders and issuers from time to time party thereto and (vii)Bank of America, N.A ., as administrative agent, collateral agent and security trustee. The Amended Credit Agreement provides for a senior secured asset-based credit facility of up to the lesser of$1.5 billion and a borrowing base based on the value of certain inventory and third-party credit card receivables, subject to specified advance rates and reserves (the "ABL Revolving Commitments"), and: •extends the maturity date of the ABL Facility fromSeptember 27, 2024 toJuly 28, 2026 ; •allows the Company to increase the size of the ABL Facility, including in the form of first-in last-out term loans, by up to$600 million subject to certain conditions contained in the Second Amendment; •amends certain representations, warranties and covenants to which the Company and certain of its subsidiaries are subject, as obligors under the ABL Facility, including removing, in certain circumstances, the requirement for monthly financial reporting; and •provides for a SONIA-based interest rate for borrowings denominated in Pounds Sterling and includes provisions for determining an alternative rate of interest after the expected phase out of LIBOR or in certain other circumstances. Except for the changes noted above, the material terms and conditions of the ABL Facility remain substantially unchanged. The Company does not currently have any outstanding borrowings under the ABL Facility. The foregoing description of the Second Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Second Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated into this Item 1.01 by reference. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The information set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03. Item 7.01 Regulation FD Disclosure OnAugust 3, 2021 , the Company issued a press release announcing the execution of the Second Amendment, as well as certain receivable purchase agreements with acquisition trusts, the beneficial interests of which are owned by investment funds managed byCarVal Investors, L.P. andCastlelake, L.P. (collectively, the "Purchasers") regarding the purchase of add-on receivables on such Purchasers' existing accounts, as well as the purchase of the Company-owned credit card receivables portfolio for accounts that had been originated through Fiscal 2021. A copy of the press release is being furnished and is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly stated by specific reference in such filing.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit Number Description of Exhibit 10.1 Second Amendment to Credit Agreement, dated as of July 28 , 2021, among Signet Jewelers Limited, as holdings;
administrative borrower;Signet Group
Inc.,Signet Trading Limited ,Zale Canada
Co.,
Inc.,R2Net Inc. and R2Net Manufacturing
Inc., each as a borrower; the lenders
and issuers party thereto; and Bank of
collateral agent and security trustee. 99.1 Press Release of Signet Jewelers Limited, dated August 3, 2021 104 Cover Page Interactive Data File (embedded
within the Inline XBRL document)
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